-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K/E0dL6vTMi2CNlUacm9QbSxSnZOMq+oA5sIlePckLa4VELMZmejt7lM2QbZ59pV TgNCCGLYft5OqWOO6h51yQ== 0001462180-09-000004.txt : 20090501 0001462180-09-000004.hdr.sgml : 20090501 20090501133401 ACCESSION NUMBER: 0001462180-09-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090501 DATE AS OF CHANGE: 20090501 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACM MANAGED DOLLAR INCOME FUND INC CENTRAL INDEX KEY: 0000910524 IRS NUMBER: 223256305 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50913 FILM NUMBER: 09788303 BUSINESS ADDRESS: STREET 1: ALLIANCEBERSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129692124 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors CENTRAL INDEX KEY: 0001462180 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 SC 13D 1 thirteend.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 4/23/09 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 648,698 8. SHARED VOTING POWER 324,414 9. SOLE DISPOSITIVE POWER 973,112 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.26% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of ACM Managed Dollar Income Fund ("ADF" or the "Issuer"). The principal executive offices of ADF are located at AllianceBernstein LP 1345 Avenue of the Americas New York, NY 10105 Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors, Phillip Goldstein, 60 Heritage Drive,Pleasantville, NY 10570 a principal of Bulldog Investors and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed investment advisors. On January 31, 2007 the Acting Director of the Securities Division of the Massachusetts Secretary of State (the Securities Division) filed a complaint against Bulldog Investors, Messrs. Goldstein, Samuels, Dakos and Das and certain related parties (the Bulldog Parties) alleging that they violated Massachusetts law by making information about certain unregistered investments available on their website and by sending material about such investments to an individual who requested such material. On October 17, 2007 the Secretary issued a cease and desist order based on the same allegations and ordered that a fine be imposed on the Bulldog Parties of $25,000, but stayed the imposition of sanctions until the Massachusetts Superior Court issued a ruling on the Bulldog Parties motion described in the next paragraph. On November 15, 2007 the Bulldog Parties filed a timely appeal in Massachusetts Superior Court of the Secretarys October 17, 2007 order. On July 18, 2008, as part of the appeal, the Bulldog Parties filed a motion in Massachusetts Superior Court for summary judgment setting aside and vacating the Secretarys order. On March 23, 2007 the Bulldog Parties filed a lawsuit in Massachusetts Superior Court to enjoin the aforementioned enforcement action on, among others grounds, that it violates the Bulldog Parties right of free speech under the First Amendment to the Constitution. On December 21, 2007 the Massachusetts Superior Court ruled that information communicated by the Bulldog Parties has not been shown to be either misleading or related to unlawful activity but denied the Bulldog Parties motion for a preliminary injunction because the Court is not in the position of evaluating evidence and making ultimate findings as it would do after trial. On January 18, 2008 the Bulldog Parties filed a notice of appeal with the Massachusetts Superior Court of that Courts denial of their motion for a preliminary injunction. Any appeal from a ruling of the Massachusetts Superior Court would first be decided by the Appeals Court of Massachusetts or, at its option, by the Supreme Judicial Court of Massachusetts. The Bulldog Parties also intend to pursue their First Amendment Claim at trial. On March 25, 2008 the Bulldog Parties filed an amended complaint in Massachusetts Superior Court to include a claim that the Secretary does not have personal jurisdiction over them. On April 4, 2008 the Secretary filed a motion to dismiss the Bulldog Parties claim of lack of personal jurisdiction. On July 18, 2008 the Bulldog Parties filed a motion in Massachusetts Superior Court (1) for a preliminary injunction on the grounds that the Secretary does not have personal jurisdiction over them and (2) for reconsideration of their motion for a preliminary injunction based on their First Amendment claim. In September 2008, those motions to reconsider were denied and have been appealed to the Massachusetts Court of Appeals. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of managed accounts. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION On February 10, 2009, a member of the group submitted a letter regarding the issuer's annual self-tender offer program. See Exhibit A On March 13, 2009, the issuer announced the proposed acquisition of the assets, and the assumption of the liabilities of the issuer by AllianceBernstein Global High Income Fund (AWF). A Special Meeting of Stockholders of the issuer to vote on the proposed acquisition is scheduled for July 30, 2009. The filing persons believe that many stockholders of the issuer have invested in it in reliance on the issuer's annual self-tender offer program. AWF, the acquiring fund, does not have any similar "lifeboat" provision. If the issuer's self-tender offer, which is anticipated to be completed in the second quarter of 2009, is heavily oversubscribed the filing persons believe that the proposed transaction would not be in the best interest of shareholders. In that event, the filing persons may solicit proxies in opposition to the proposed acquisition by AWF. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the N_CSR filed on 12/05/08 there were 18,495,567 shares of common stock outstanding as of September 30 2008. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 973,112 shares of ADF or 5.26% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) During the past 60 days the following shares of ADF were purchased: Date: Shares: Price: 02/23/09 2,000 $4.5900 02/24/09 3,000 $4.5500 02/26/09 200 $4.7200 03/02/09 9,000 $4.5167 03/03/09 6,000 $4.3500 03/04/09 4,100 $4.3946 03/05/09 10,000 $4.3750 03/06/09 11,000 $4.2250 03/09/09 26,000 $4.0800 03/09/09 5,000 $4.0700 03/09/09 5,000 $4.06995 03/16/09 1,000 $4.6000 03/26/09 4,300 $4.9900 03/30/09 11,300 $4.8100 03/30/09 3,000 $4.8200 03/31/09 700 $4.8200 04/01/09 8,000 $4.7866 04/01/09 3,798 $4.8600 04/01/09 3,000 $4.8699 04/02/09 10,300 $4.9138 04/03/09 9,500 $4.8892 04/03/09 811 $4.8700 04/06/09 7,500 $4.8523 04/06/09 900 $4.8600 04/07/09 14,100 $4.8970 04/07/09 8,048 $4.8800 04/08/09 6,800 $4.8806 04/09/09 21,500 $4.9995 04/13/09 19,300 $5.0726 04/14/09 9,000 $5.0800 04/15/09 14,900 $5.0829 04/16/09 1,200 $5.2782 04/22/09 32,500 $5.2590 04/22/09 9,500 $5.2600 04/22/09 5,000 $5.2700 04/23/09 13,100 $5.2200 04/23/09 4,733 $5.3200 04/24/09 200 $5.3400 04/24/09 400 $5.3900 04/24/09 2,500 $5.4000 04/24/09 600 $5.3880 04/24/09 4,748 $5.3700 04/24/09 252 $5.3900 04/27/09 17,398 $5.3337 04/28/09 7,000 $5.3643 04/29/09 2,600 $5.3500 04/29/09 10,000 $5.2600 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 05/01/09 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit A: Full Value Partners L.P. Park 80 West, Plaza Two, Suite 750 Saddle Brook, NJ 07663 Phone (201) 556-0092 Fax (201) 556-0097 pgoldstein@bulldoginvestors.com February 10, 2009 William H. Foulk, Jr., Chairman Board of Directors ACM Managed Dollar Income Fund, Inc. 1345 Avenue of the Americas New York, New York 10105 Dear Bill: As you know, our private investment funds are significant shareholders of ACM Managed Dollar Income Fund, Inc. ("ADF" or "the "Fund"). On February 6, 2009, the Fund announced that in accordance with its prospectus dated October 22, 1993, the Board of Directors fixed the 12-week period ending Friday, May 1, 2009, as the measurement period for purposes of determining whether the Fund will conduct a self-tender offer for shares of its common stock during the second quarter of 2009. We note that the prospectus also states: " In addition, the board will consider from time to time more frequent tender offers for and/or open market repurchases of shares of the fund's common stock. " Since the threshold for conducting a tender offer is a 3% discount and the discount has been in excess of 15% for some time, it is very likely that a self-tender offer will be conducted in the next quarter. To the best of our knowledge, all of the Fund's previous tender offers have been for up to 5% of the outstanding shares. In 2007 and 2008, the Fund accepted 46% and 24% respectively of the shares tendered. In light of market conditions and the wide discount at which ADF's shares are trading, it is likely that a similar 5% self-tender offer would result in a much lower pro-ration percentage for tendering shareholders than was the case in the past two years. As a result, we are writing to urge the board to consider increasing the size of the tender offer this year to at least 20% of the outstanding shares. Alternatively, if this year's tender offer draws a much larger response from shareholders than previous tender offers, the board should consider taking further steps to address the discount including additional tender offers and open-ending or liquidating the Fund. If the tender offer is inadequate and ADF's shares continue to trade at a double-digit discount after it closes we would have to seriously consider taking action to address that problem. In order to foreclose that possibility, we urge the board to be pro-active in fulfilling the spirit of the Fund's prospectus. Thank you. Very truly yours, Phillip Goldstein Principal -----END PRIVACY-ENHANCED MESSAGE-----